FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Waltz James

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/30/2015 

3. Issuer Name and Ticker or Trading Symbol

Adaptive Medias, Inc. [ADTM]

(Last)        (First)        (Middle)

16795 VON KARMAN AVENUE, SUITE 240

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

IRVINE, CA 92606       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   48000   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   8/19/2013   8/19/2023   Common Stock   200000   (2) $0.09   D    
Stock Option   3/30/2015   3/30/2025   Common Stock   24000   (3) $2.25   D    

Explanation of Responses:
( 1)  Shares are subject to forfeiture by the Issuer. Such right of forfeiture shall terminate with respect to one-fourth of the shares on each of the three-month, six-month, nine-month, and one year anniversary of the date of issuance.
( 2)  The reporting person is a participant in the Company's 2010 Stock Incentive Plan, as amended, and received an option to purchase 200,000 shares of common stock on August 19, 2013. The stock option shall vest as follows: one-twelfth of the option shares shall vest on the nineteenth day of each calendar month beginning on the date of grant.
( 3)  The reporting person is a participant in the Company's 2010 Stock Incentive Plan, as amended, and received an option to purchase 24,000 shares of common stock on March 30, 2015. The stock option shall vest as follows: one-half of the option shares shall vest on the six month anniversary of the date of grant, and the remaining shares shall vest monthly in equal installments over the subsequent twelve months.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Waltz James
16795 VON KARMAN AVENUE, SUITE 240
IRVINE, CA 92606
X



Signatures
/s/ James Waltz 4/9/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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